Netlist, Inc. — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETLIST INC (NLST)
CIK: 0001282631
Period of Report: 2011-03-17

Reporting Person: SASAKI GAIL M (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-30	Common Stock	S	1875	$3.00	Disposed	13125	Direct
2011-03-30	Common Stock	M	8125	$0.29	Acquired	21250	Direct
2011-03-30	Common Stock	S	8125	$3.00	Disposed	13125	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-17	Employee Stock Option (Right to Buy)	$2.21	A	75000	Acquired	2021-03-17	Common Stock (75000)	Direct
2011-03-30	Employee Stock Option (Right to Buy)	$0.29	M	8125	Disposed	2018-11-20	Common Stock (8125)	Direct

Footnotes

F1: Sales reported were effected pursuant to a Rule 10b-5-1 trading plan previously adopted by the reporting person.

F2: Exercise of stock option and same day sale of underlying common shares pursuant to the Amended and Restated Netlist, Inc. Equity Incentive Plan.

F3: The option vests in sixteen (16) equal quarterly installments through March 17, 2015.

F4: The option vests in sixteen (16) equal quarterly installments through December 4, 2012.